NGEx Minerals closes spinout of LunR Royalties

Executive Summary

• NGEx Minerals Ltd. has officially closed the statutory plan of arrangement to spin out its net smelter return (NSR) royalties on the Lunahuasi and Los Helados projects into a new entity, LunR Royalties Corp.
• The transaction involved a share exchange where existing NGEx shareholders received one new NGEx share and one-fourth of a LunR Royalties share for each NGEx share held, effective October 23, 2025.
• NGEx retains a 19.9% ownership interest in LunR Royalties, holding 13,370,107 shares, while the remaining shares were distributed pro rata to NGEx shareholders.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Canada Business Corporation Act, effective at 12:01 a.m. Vancouver time on Oct. 23, 2025.
• Share Exchange Ratio: Each NGEx shareholder received 1 new NGEx common share and 0.25 LunR Royalties common share for each NGEx share held as of the close of business on Oct. 22, 2025.
• New Share Trading: New NGEx shares began trading on the TSX on Oct. 27, 2025, under ticker symbol "NGEX" and Cusip No. 62930A 10 2.
• LunR Royalties Share Count: An aggregate of 67,186,346 LunR Royalties shares were issued and outstanding immediately following completion.
• NGEx Retained Interest: NGEx holds 13,370,107 common shares in LunR Royalties, representing a 19.9% ownership interest.
• Option Exchange: Outstanding NGEx stock options were exchanged for replacement NGEx options (same exercise price) and fully vested LunR Royalties options exercisable for one-fourth of a LunR Royalties share.
• LunR Royalties Management:
  • Board: Wojtek Wodzicki, Adam Lundin, Martino De Ciccio, and Jamie Beck.
  • CEO/Chair: Adam Lundin.
  • CFO/Corporate Secretary: Peter Hemstead.
  • Chief Investment Officer: Trevor D'Sa.
  • VP, Corporate Development and Investor Relations: Connor Mackay.
• Listing Status: LunR Royalties shares are not currently listed on any stock exchange; no assurance of future listing or trading was provided.
• Shareholder Instructions: Registered shareholders were required to submit a letter of transmittal to Computershare Investor Services Inc. to receive new shares. Non-registered shareholders were instructed to contact their intermediaries.

Notable Quotes

• None explicitly quoted in the text, though the release notes that NGEx acknowledges holding unlisted shares may not be suitable for some shareholders and encourages them to contact investment advisers.